What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-07 compared with 2024-05-08 · 167 added, 169 removed, 341 unchanged (50% of the section changed)

5 unchanged sentences

The information contained in this section should be read in conjunction with the consolidated financial statements and accompanying notes to the consolidated financial statements contained in Item 1 of this Form 10-Q.

The following analysis discusses the material changes in the consolidated financial condition and results of operations of the Company at and for the three and six months ended March 31, 2024.

The following analysis discusses the material changes in the consolidated financial condition and results of operations of the Company at and for the three and nine months ended June 30, 2024.

Special Note Regarding Forward-Looking Statements

3 unchanged sentences

These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to:

potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company's business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth;

continuing elevated levels of inflation and the impact of current and future monetary policies of the Board of Governors of the Federal Reserve System ("Federal Reserve") in response thereto;

• adverse impacts to economic conditions in our local markets or other markets where we have lending relationships

• effects of employment levels, labor shortages inflation, a recession or slowed economic growth;

• changes in the interest rate environment, including the past increases in the Board of Governors of the Federal Reserve System (“Federal Reserve”) benchmark rate and duration of such increased levels, which could adversely affect our revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity;

• the impact of inflation and the Federal Reserve monetary policy;

• the effects of any Federal government shutdown;

credit risks of lending activities, including any deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing loans in our loan portfolio resulting in our ACL not being adequate to cover actual losses and thus requiring us to materially increase our ACL through the provision for credit losses;

changes in general economic conditions, either nationally or in our market areas;

changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, our net interest margin and funding sources;

fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas;

• credit risks of lending activities, including loan delinquencies, write-offs, changes in our ACL, and provision for credit losses;

• fluctuations in the demand for loans, the number of unsold homes, land and other properties, and real estate values in our market areas;

• secondary market conditions for loans and our ability to sell loans in the secondary market;

results of examinations of us by the Federal Reserve and of our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our ACL, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings;

• results of examinations of us by regulatory authorities, which may the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our ACL, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings;

• the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment;

legislative or regulatory changes that adversely affect our business including changes in banking, securities and tax law, in regulatory policies and principles, or the interpretation of regulatory capital or other rules;

• legislative or regulatory changes, including changes in banking, securities and tax law, in regulatory policies and principles, or the interpretation of regulatory capital or other rules;

• our ability to attract and retain deposits;

• our ability to control operating costs and expenses;

the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;

difficulties in reducing risks associated with the loans in our consolidated balance sheet;

staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges;

disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions;

• use of estimates in determining the fair value of assets, which may prove incorrect;

• disruptions or security breaches or other adverse events, failures or interruptions in or attacks on our information technology systems or on the third-party vendors;

• our ability to retain key members of our senior management team;

• costs and effects of litigation, including settlements and judgments;

our ability to implement our business strategies;

our ability to manage loan delinquency rates;

• our ability to implement our business strategies, including expectations regarding key growth initiatives and strategic priorities;

• increased competitive pressures among financial services companies;

2 unchanged sentences

• our ability to pay dividends on our common stock;

the quality and composition of our securities portfolio and the impact if any adverse changes in the securities markets, including on market liquidity;

inability of key third-party providers to perform their obligations to us;

changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board ("FASB"), including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;

the economic impact of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest and other external events on our business;

• quality and composition of our securities portfolio and the impact of adverse changes in the securities markets;

• inability of key third-party providers to perform their obligations;

• changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board (“FASB”);

• environmental, social and governance goals and targets;

• effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest, and other external events;

• other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services;

and other risks described elsewhere in this Form 10-Q and in the Company's other reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on From 10-K for the fiscal year ended September 30, 2023 (the "2023 Form 10-K:).

• other risks described elsewhere in this Form 10-Q and our other reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the "2023 Form 10-K”).

Any of the forward-looking statements that we make in this Form 10-Q and in the other public statements we make are based upon management's beliefs and assumptions at the time they are made.

4 unchanged sentences

The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 23 offices (including its main office in Hoquiam).

At March 31, 2024, the Company had total assets of $1.91 billion, net loans receivable of $1.36 billion, total deposits of $1.64 billion and total shareholders’ equity of $238.68 million.

At June 30, 2024, the Company had total assets of $1.90 billion, net loans receivable of $1.40 billion, total deposits of $1.63 billion and total shareholders’ equity of $241.22 million.

The Company's business activities generally are limited to passive investment activities and oversight of its investment in the Bank.

6 unchanged sentences

Net interest income is affected by changes in the volume and mix of interest-earning assets, the interest earned on those assets, the volume and mix of interest-bearing liabilities and the interest paid on those interest-bearing liabilities.

Management attempts to maintain a net interest margin placing it within the top quartile of its Washington State peers.

Changes in market interest rates, the slope of the yield curve, and interest we earn on interest earning assets or pay on interest bearing liabilities, as well as the volume and types of interest earning assets, interest bearing and non-interest bearing liabilities and shareholders’ equity, usually have the largest impact on changes in our net interest spread, net interest margin and net interest income during a reporting period.

Since March 2022, in response to inflation, the Federal Open Market Committee ("FOMC") of the Federal Reserve has increased the target range for the federal funds rate by 525 basis points, to a range of 5.25% to 5.50% as of March 31, 2024, taking benchmark borrowing costs to their highest level in more than 22 years.

Since March 2022, through July 2023, in response to inflation, the Federal Open Market Committee ("FOMC") of the Federal Reserve has increased the target range for the federal funds rate by 525 basis points, to a range of 5.25% to 5.50%, where it remained as of June 30, 2024.

The provision for (recapture of) credit losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions.

1 unchanged sentence

As the loan portfolio increases, or due to an increase in probable expected losses inherent in the loan portfolio, the ACL may increase, resulting in a decrease to net interest income after the provision.

Improvement in loan risk ratings, increase in property values, or receipts of recoveries of amounts previously charged off may partially or fully offset any required increases to ACL on loans due to loan growth or an increase in the probable expected credit losses.

The Company recorded a provision for credit losses on loans of $166,000 and $545,000 for the three and six months ended March 31, 2024 (using the CECL methodology), primarily due to loan portfolio growth.

The Company recorded a provision for loan losses (using the prior incurred loss methodology) of $475,000 and $1.00 million for the three and six months ended March 31, 2023.

Improvement in loan risk ratings, increase in property values, or receipts of recoveries of amounts previously charged off may partially or fully offset any required increases to ACL on loans

due to loan growth or an increase in the probable expected credit losses.

The Company recorded a provision for credit losses on loans of $264,000 and $810,000 for the three and nine months ended June 30, 2024, respectively (using the CECL methodology), primarily due to loan portfolio growth.

The Company recorded a provision for loan losses (using the prior incurred loss methodology) of $610,000 and $1.61 million for the three and nine months ended June 30, 2023, respectively.

Net income is also affected by non-interest income and non-interest expense.

For the three and six months ended March 31, 2024, non-interest income consisted primarily of service charges on deposit accounts, gain on sales of loans, ATM and debit card interchange transaction fees, BOLI net earnings, servicing income on loans sold, escrow fees and other operating income.

For the three and nine months ended June 30, 2024, non-interest income consisted primarily of service charges on deposit accounts, gain on sales of loans, ATM and debit card interchange transaction fees, BOLI net earnings, servicing income on loans sold, escrow fees and other operating income.

Non-interest income is also increased by net recoveries on investment securities and for periods prior to the adoption of CECL reduced by net OTTI losses on investment securities, if any.

1 unchanged sentence

Non-interest expense consisted primarily of salaries and employee benefits, premises and equipment, advertising, ATM and debit card interchange transaction fees, postage and courier expenses, state and local taxes, professional fees, FDIC insurance premiums, loan administration and foreclosure expenses, data processing and telecommunication expenses, deposit operation expenses, amortization of CDI, and other non-interest expenses.

Non-interest expense in certain periods is reduced by gains on

the sale of premises and equipment and gains on the sale of OREO.

Non-interest expense in certain periods is reduced by gains on the sale of premises and equipment and gains on the sale of OREO.

Non-interest income and non-interest expense are affected by the growth of the Company's operations and growth in the number of loan and deposit accounts.

5 unchanged sentences

The Company's critical accounting estimates are described in the Company’s 2023 Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Estimates.” That discussion highlights estimates that the Company makes that involve uncertainty or potential for substantial change.

Other than the adoption of CECL, there have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 2023 Form 10-K.

Comparison of Financial Condition at March 31, 2024 and September 30, 2023

Total assets increased by $67.33 million, or 3.7%, to $1.91 billion at March 31, 2024 from $1.84 billion at September 30, 2023.

The increase in total assets was primarily due to increases in loans receivable and total cash and cash equivalents, which was partially offset by decreases in investment securities and CDs held for investment.

Other than the adoption of CECL (for additional information on CECL, see Note 4 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”), there have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 2023 Form 10-K.

Comparison of Financial Condition at June 30, 2024 and September 30, 2023

Total assets increased by $60.72 million, or 3.3%, to $1.90 billion at June 30, 2024 from $1.84 billion at September 30, 2023.

The increase in total assets was primarily due to increases in loans receivable, investment securities available for sale and total cash and cash equivalents, which was partially offset by decreases in investment securities held to maturity and CDs held for investment.

The increase in assets was primarily funded by an increase in deposits, which was partially offset by a decrease in FHLB borrowings.

Net loans receivable increased by $56.81 million, or 4.4%, to $1.36 billion at March 31, 2024 from $1.30 billion at September 30, 2023, primarily due to increases in multi-family loans, one- to four-family loans, commercial real estate loans, as well as smaller increases in several other loan categories.

These increases to net loans receivable were partially offset by decreases in construction and land development loans as well as smaller decreases in several other loan categories.

Total deposits increased by $77.62 million, or 5.0%, to $1.64 billion at March 31, 2024 from $1.56 billion at September 30, 2023, primarily due to increases in money market account and certificates of deposit balances.

Net loans receivable increased by $94.71 million, or 7.3%, to $1.40 billion at June 30, 2024 from $1.30 billion at September 30, 2023, primarily due to increases in multi-family loans, one- to four-family loans, commercial real estate loans, as well as smaller increases in several other loan categories.

These increases to net loans receivable were partially offset by decreases in various construction loan categories.

Total deposits increased by $67.61 million, or 4.3%, to $1.63 billion at June 30, 2024 from $1.56 billion at September 30, 2023, primarily due to increases in money market account and certificates of deposit balances.

These increases were partially offset by decreases in NOW checking account, non-interest bearing deposit and savings account balances.

Shareholders’ equity increased by $5.61 million, or 2.4%, to $238.68 million at March 31, 2024 from $233.07 million at September 30, 2023.

The increase in shareholders' equity was primarily due to net income and proceeds from stock option exercises along with a reduction in accumulated other comprehensive loss during the current period.

These increases were partially offset by the payment of dividends to common shareholders, repurchases of common stock and a reduction of retained earnings related to adoption of the new CECL accounting standard during the six months ended March 31, 2024.

Shareholders’ equity increased by $8.15 million, or 3.5%, to $241.22 million at June 30, 2024 from $233.07 million at September 30, 2023.

The increase in shareholders' equity was primarily due to net income, a reduction in accumulated other comprehensive loss and proceeds from stock option exercises during the current period.

These increases were partially offset

by the payment of dividends to common shareholders, repurchases of common stock and a reduction of retained earnings related to adoption of the new CECL accounting standard during the nine months ended June 30, 2024.

A more detailed explanation of the changes in significant balance sheet categories follows:

Cash and Cash Equivalents and CDs Held for Investment:

Cash and cash equivalents and CDs held for investment increased by $47.64 million, or 33.1%, to $191.55 million at March 31, 2024 from $143.91 million at September 30, 2023.

The increase was primarily due to increased deposits and a decrease in investment securities, partially offset by an increase in loans and a decrease in FHLB borrowings.

Cash and cash equivalents and CDs held for investment increased by $25.46 million, or 17.7%, to $169.37 million at June 30, 2024 from $143.91 million at September 30, 2023.

The increase was primarily due to an increase in deposits and a decrease in investment securities, which was partially offset by an increase in loans and a decrease in FHLB borrowings.

Investment Securities:

Investment securities (including investments in equity securities) decreased by $38.39 million, or 12.3%, to $274.41 million at March 31, 2024 from $312.80 million at September 30, 2023.

Investment securities (including investments in equity securities) decreased by $60.65 million, or 19.4%, to $252.15 million at June 30, 2024 from $312.80 million at September 30, 2023.

This decrease was primarily due to maturities, prepayments and scheduled amortizations exceeding purchases.

For additional information on investment securities, see Note 2 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

FHLB stock decreased $1.57 million, or 43.5% to $2.04 million at March 31, 2024 from $3.60 million at September 30, 2023, due to the repayment of a portion of FHLB borrowings and the restructuring of stock requirements by FHLB.

FHLB stock decreased $1.56 million, or 43.5% to $2.04 million at June 30, 2024 from $3.60 million at September 30, 2023, due to the repayment of a portion of FHLB borrowings and the restructuring of stock ownership requirements by FHLB.

Other Investments:

Other investments consist solely of the Company's investment in the Solomon Hess SBA Loan Fund LLC, which was unchanged at $3.00 million at both March 31, 2024 and September 30, 2023.

Other investments, consisting solely of the Company's investment in the Solomon Hess SBA Loan Fund LLC, was unchanged at $3.00 million at both June 30, 2024 and September 30, 2023.

This investment is utilized to help satisfy compliance with the Bank's Community Reinvestment Act investment test requirements.

Net loans receivable increased by $56.81 million, or 4.4%, to $1.36 billion at March 31, 2024 from $1.30 billion at September 30, 2023.

The increase was due to increases of $40.10 million in multi-family loans, $23.21 million in one- to four-family loans, $9.11 million in commercial real estate loans and smaller increases in other categories.

These increases were partially offset by a $46.49 million decrease in construction and land development loans, with the largest decreases occurring in commercial and multi-family construction loans, and smaller decreases in several other loan categories.

The increase in multi-family and one-to-four family loans and the decrease in construction loans were in part due to the construction portion of these loans beings completed and moved to permanent financing categories.

Loan originations decreased by $50.51 million, or 28.3%, to $128.30 million for the six months ended March 31, 2024 from $178.81 million for the six months ended March 31, 2023.

The decrease in loan originations was primarily due to a decrease in commercial real estate, one- to four-family and construction loans originated.

The decrease was partially offset by increases in multi-family and commercial business loan originations.

Net loans receivable increased by $94.71 million, or 7.3%, to $1.40 billion at June 30, 2024 from $1.30 billion at September 30, 2023.

The increase was primarily due to increases of $50.77 million in multi-family loans, $35.38 million in one- to four-family loans and $29.60 million in commercial real estate loans.

These increases were partially offset by a $47.58 million decrease in various construction loan categories, with the largest decreases occurring in commercial and multi-family construction loans.

The increase in multi-family and one-to-four family loans and the decrease in construction loans were in part due to the construction phase of these loans beings completed and then reclassified to permanent financing categories.

Loan originations decreased by $69.92 million, or 25.8%, to $202.62 million for the nine months ended June 30, 2024 from $272.54 million for the nine months ended June 30, 2023.

The decrease in loan originations was primarily due to a decrease in construction, commercial real estate, one- to four-family and commercial business loans originated.

The decrease was partially offset by increases in multi-family and land loan originations.

The Company generally sells longer-term fixed-rate one- to four-family mortgage loans for asset liability management purposes and to generate non-interest income.

Sales of fixed-rate one- to four-family loans increased by $2.53 million, or 71.3%, to $6.07 million for the six months ended March 31, 2024 from $3.55 million for the six months ended March 31, 2023, primarily due to an increase in one- to four-family construction loans refinancing to permanent loans and being sold into the secondary market.

Sales of fixed-rate one- to four-family loans increased by $2.17 million, or 31.1%, to $9.12 million for the nine months ended June 30, 2024 from $6.96 million for the nine months ended June 30, 2023, primarily due to an increase in one- to four-family construction loans refinancing to permanent loans and being sold into the secondary market.

For additional information on loans, see Note 4 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Premises and Equipment:

Premises and equipment increased by $76,000, or 0.4%, to $21.72 million at March 31, 2024 from $21.64 million at September 30, 2023.

This increase was primarily due to additions from remodeling projects that were partially offset by scheduled depreciation.

Premises and equipment decreased by $84,000, or 0.4%, to $21.56 million at June 30, 2024 from $21.64 million at September 30, 2023.

This decrease was primarily due to scheduled depreciation that was partially offset by additions from remodeling projects.

OREO (Other Real Estate Owned):

At March 31, 2024, total OREO and other repossessed assets consisted of one land parcel with no recorded value.

At June 30, 2024, total OREO and other repossessed assets consisted of one land parcel with no recorded value.

At September 30, 2023, total OREO and other repossessed assets consisted of two land parcels with no recorded value.

BOLI (Bank Owned Life Insurance):

BOLI increased by $312,000 or 1.4%, to $23.28 million at March 31, 2024 from $22.97 million at September 30, 2023.

BOLI increased by $470,000, or 2.0%, to $23.44 million at June 30, 2024 from $22.97 million at September 30, 2023.

The increase was due to net BOLI earnings, representing the increase in the cash surrender value of the BOLI policies.

Goodwill and CDI:

The recorded amount of goodwill remained unchanged at $15.13 million at both March 31, 2024 and September 30, 2023.

CDI decreased by $113,000, or 16.7%, to $564,000 at March 31, 2024 from $677,000 at September 30, 2023 due to scheduled amortization.

The recorded amount of goodwill remained unchanged at $15.13 million at both June 30, 2024 and September 30, 2023.

CDI decreased by $169,000, or 25.0%, to $508,000 at June 30, 2024 from $677,000 at September 30, 2023 due to scheduled amortization.

For additional information on goodwill and CDI, see Note 3 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Loan Servicing Rights, Net :

Loan servicing rights, net decreased by $407,000 or 19.2%, to $1.72 million at March 31, 2024 from $2.12 million at September 30, 2023 primarily due to the amortization of servicing rights.

The principal amount of loans serviced for Freddie Mac and SBA decreased by $7.63 million to $378.87 million at March 31, 2024 from $386.50 million at September 30, 2023.

Deposits increased by $77.62 million, or 5.0%, to $1.64 billion at March 31, 2024 from $1.56 billion at September 30, 2023.

Loan servicing rights, net decreased by $598,000, or 28.15%, to $1.53 million at June 30, 2024 from $2.12 million at September 30, 2023 primarily due to the amortization of servicing rights.

The principal amount of loans serviced for Freddie Mac and SBA decreased by $14.27 million to $372.23 million at June 30, 2024 from $386.50 million at September 30, 2023.

Deposits increased by $67.61 million, or 4.3%, to $1.63 billion at June 30, 2024 from $1.56 billion at September 30, 2023.

The increase was primarily due to a $137.29 million increase in money market account balances and a $61.44 million increase in certificates of deposit balances.

1 unchanged sentence

The increase in money market account balances was primarily due to several larger balance increases with commercial customers.

Deposits consisted of the following at March 31, 2024 and September 30, 2023 (dollars in thousands):

March 31, 2024 September 30, 2023

Deposits consisted of the following at June 30, 2024 and September 30, 2023 (dollars in thousands):

June 30, 2024 September 30, 2023

Amount Percent Amount Percent

9 unchanged sentences

The Company has short- and long-term borrowing lines with the FHLB with total credit available on the lines equal to 45% of the Bank's total assets, limited by available collateral.

FHLB borrowings decreased to $20.00 million at March 31, 2024, from $35.00 million at September 30, 2023.

FHLB borrowings decreased to $20.00 million at June 30, 2024, from $35.00 million at September 30, 2023.

The borrowings consist of one $5.00 million short-term borrowing, with a scheduled maturity in September 2024, that bears interest at 5.52%, and one $5.00 million borrowing and one $10.00 million borrowing with scheduled maturities in May 2026, both of which bear interest at 3.95%.

Shareholders’ Equity:

Total shareholders’ equity increased by $5.61 million, or 2.4%, to $238.68 million at March 31, 2024 from $233.07 million at September 30, 2023.

The increase was primarily due to net income of $12.00 million and proceeds of $390,000 from the exercise of stock options along with a $339,000 reduction in the accumulated other comprehensive loss category for the fair value adjustment on available for sale investment securities.

Total shareholders’ equity increased by $8.15 million, or 3.5%, to $241.22 million at June 30, 2024 from $233.07 million at September 30, 2023.

The increase was primarily due to net income of $17.93 million, proceeds of $395,000 from the exercise of stock options and a $539,000 reduction in the accumulated other comprehensive loss for the fair value adjustment on available for sale investment securities.

This increase was partially offset by dividend payments to common shareholders of $5.74 million, the repurchase of 182,117 shares of the Company's common stock for $4.80 million and a $488,000 adjustment to equity for the adoption of the new CECL accounting standard.

Asset Quality and Commercial Real Estate Portfolio Breakdown:

Non-performing assets to total assets was 0.19% at March 31, 2024 and 0.09% at September 30, 2023.

Non-performing assets increased by $2.09 million, or 130.8%, to $3.68 million at March 31, 2024 from $1.60 million at September 30, 2023.

Non-performing assets to total assets was 0.22% at June 30, 2024 and 0.09% at September 30, 2023.

Non-performing assets increased by $2.60 million, or 162.7%, to $4.19 million at June 30, 2024 from $1.60 million at September 30, 2023.

The increase in non-performing assets was primarily due to a $2.61 million increase in non-accrual loans, with the largest increases occurring in the commercial business and commercial real estate portfolios.

The following table sets forth information with respect to the Company’s non-performing assets at March 31, 2024 and September 30, 2023 (dollars in thousands):

The following table sets forth information with respect to the Company’s non-performing assets at June 30, 2024 and September 30, 2023 (dollars in thousands):

2024 September 30,

19 unchanged sentences

___________________________________

(1) As of March 31, 2024, there was one one- to four-family property in the process of foreclosure.

At September 30, 2023, there were no one- to four-family properties in the process of foreclosure.

(1) At June 30, 2024 and September 30, 2023, there were no one- to four-family properties in the process of foreclosure.

(2) Does not include TDRs on accrual status as of September 30, 2023.

For more information regarding TDRs please see Note 4 of the Notes to Unaudited Financial Statements contained in "Item 1 Financial Statements".

For more information regarding TDRs, see Note 4 of Notes to Unaudited Consolidated Financial Statements contained in "Item 1 Financial Statements".

(3) Does not include TDRs on non-accrual status at September 30, 2023.

For more information regarding TDRs please see Note 4 of the Notes to Unaudited Financial Statements contained in "Item 1 Financial Statements".

For more information regarding TDRs, see Note 4 of Notes to Unaudited Consolidated Financial Statements contained in "Item 1 Financial Statements".

(4) Does not include loans held for sale.

Loan balances are before any reduction of the ACL.

The following tables provide a breakdown of commercial real estate ("CRE") loans by collateral types as of March 31, 2024 and September 30, 2023:

CRE Loan Portfolio Breakdown by Collateral at March 31, 2024

The following tables provide a breakdown of commercial real estate ("CRE") loans by collateral types as of June 30, 2024 and September 30, 2023:

CRE Loan Portfolio Breakdown by Collateral at June 30, 2024

($ in thousands)

9 unchanged sentences

Nursing homes 18,548 3 1 2,319 —

Mobile home parks 10,869 2 1 % 494 —

Shopping centers 10,854 2 1 % 1,809 —

Churches 14,375 2 1 799 —

Shopping centers 10,788 2 1 1,798 —

Mobile home parks 9,942 2 1 473 —

Other 93,771 16 6 705 954

17 unchanged sentences

Total CRE $ 568,265 100 % 40 % $ 893 $ 683

Comparison of Operating Results for the Three and Six Months Ended March 31, 2024 and 2023

Net income decreased by $955,000, or 14.3%, to $5.71 million for the quarter ended March 31, 2024 from $6.66 million for the quarter ended March 31, 2023.

Net income per diluted common share decreased by $0.10, or 12.5%, to $0.70 for the quarter ended March 31, 2024 from $0.80 for the quarter ended March 31, 2023.

The decreases in net income and net income per diluted common share for the three months ended March 31, 2024, were primarily due to a $1.52 million decrease in net interest income, a $47,000 increase in non-interest expense and a $21,000 decrease in non-interest income.

This decrease was partially offset by a $394,000 decrease in the provision for credit losses and a $235,000 decrease in the provision for income taxes.

Net income decreased by $2.17 million, or 15.3%, to $12.00 million for the six months ended March 31, 2024 from $14.17 million for the six months ended March 31, 2023.

Net income per diluted common share decreased by $0.23, or 13.5% to $1.47 for the six months ended March 31, 2024 from $1.70 for the six months ended March 31, 2023.

The decreases in net income and net income per diluted common share were due to a $3.26 million decrease in net interest income and a $136,000 increase in non-interest expense.

This decrease was partially offset by a $583,000 decrease in the provision for credit losses, a $571,000 decrease in the provision for income taxes and a $72,000 increase in non-interest income.

Comparison of Operating Results for the Three and Nine Months Ended June 30, 2024 and 2023

Net income decreased by $382,000, or 6.1%, to $5.92 million for the quarter ended June 30, 2024 from $6.31 million for the quarter ended June 30, 2023.

Net income per diluted common share decreased by $0.03, or 3.9%, to $0.74 for the quarter ended June 30, 2024 from $0.77 for the quarter ended June 30, 2023.

The decreases in net income and net income per diluted common share for the three months ended June 30, 2024, were primarily due to a $653,000 decrease in net interest income, a $142,000 increase in non-interest expense and an $84,000 decrease in non-interest income.

These decreases were partially offset by a $366,000 decrease in the provision for credit losses and a $131,000 decrease in the provision for income taxes.

Net income decreased by $2.55 million, or 12.4%, to $17.93 million for the nine months ended June 30, 2024 from $20.48 million for the nine months ended June 30, 2023.

Net income per diluted common share decreased by $0.26, or 10.53% to $2.21 for the nine months ended June 30, 2024 from $2.47 for the nine months ended June 30, 2023.

The decreases in net income and net income per diluted common share were due to a $3.91 million decrease in net interest income, a $278,000 increase in non-interest expense and a $12,000 decrease in non-interest income.

These decreases were partially offset by a $950,000 decrease in the provision for credit losses and a $700,000 decrease in the provision for income taxes.

A more detailed explanation of the income statement categories is presented below.

Net Interest Income:

Net interest income decreased by $1.52 million, or 8.8%, to $15.64 million for the quarter ended March 31, 2024 from $17.15 million for the quarter ended March 31, 2023.

This decrease was primarily due to an increase in the weighted average cost of interest-bearing liabilities to 2.50% at March 31, 2024 from 0.84% at March 31, 2023 and, to a lesser extent, a $131.60 million increase in the average balance of total interest-bearing liabilities.

Partially offsetting the increase in funding costs, was an increase in the average yields of interest-earning assets to 5.16% for the current quarter from 4.51% at March 31, 2023 and a $87.60 million increase in average total interest-earning assets.

Total interest and dividend income increased by $3.77 million, or 19.4%, to $23.16 million for the quarter ended March 31, 2024 from $19.39 million for the quarter ended March 31, 2023, primarily due to increases in the average yield and average balance of loans receivable, and the average yields on interest-bearing deposits in banks and CDs, and investment securities.

These increases were partially offset by a decrease in the average balance of interest-bearing deposits in banks and CDs, and investment securities.

The average balance of total interest-earning assets increased by $87.60 million, or 5.1%, to $1.81 billion for the quarter ended March 31, 2024 from $1.72 billion for the quarter ended March 31, 2023.

The average balance of loans receivable increased by $164.55 million, or 13.7%, which was partially offset by a decrease in the average balance of investment securities of $42.13 million, or 12.6% and a decrease in the average balance of interest-bearing deposits in banks and CDs of $34.63 million, or 19.5% between the periods.

During both quarters ended March 31, 2024 and 2023, there was a total of $99,000 of pre-payment penalties, non-accrual interest and late fees collected .

The average yield on interest-earning assets increased by 65 basis points to 5.16% for the quarter ended March 31, 2024 from 4.51% for the quarter ended March 31, 2023.

The average yield on interest-bearing deposits in banks and CDs and on investment securities increased 109 basis points and 15 basis points to 5.39% and 3.09%, respectively, for the quarter ended March 31, 2024 compared to the quarter ended March 31, 2023, while the average yield on loans receivable increased 59 basis points to 5.57% during the same period.

Total interest expense increased by $5.29 million, or 236.4%, to $7.52 million for the quarter ended March 31, 2024 from $2.24 million for the quarter ended March 31, 2023.

Net interest income decreased by $653,000, or 3.9%, to $15.98 million for the quarter ended June 30, 2024 from $16.63 million for the quarter ended June 30, 2023.

This decrease was due to an increase in the weighted average cost of interest-bearing liabilities to 2.64% at June 30, 2024 from 1.22% at June 30, 2023 and, to a lesser extent, a $169.73 million increase in the average balance of total interest-bearing liabilities.

Partially offsetting the increase in funding costs, was an increase in the average yields of interest-earning assets to 5.33% for the current quarter from 4.72% for the quarter ended June 30, 2023 and a $134.73 million increase in average total interest-earning assets.

Total interest and dividend income increased by $4.25 million, or 21.4%, to $24.14 million for the quarter ended June 30, 2024 from $19.89 million for the quarter ended June 30, 2023, primarily due to increases in the average yield and average balance of loans receivable and interest-bearing deposits in banks and CDs, and the average yield on investment securities.

These increases were partially offset by a decrease in the average balance of investment securities.

The average balance of total interest-earning assets increased by $134.73 million, or 8.0%, to $1.82 billion for the quarter ended June 30, 2024 from $1.69 billion for the quarter ended June 30, 2023.

The average balance of loans receivable increased by $137.54 million, or 11.0% and the average balance of interest-bearing deposits in banks and CDs increased by $59.62 million or 58.6%.

These increases were partially offset by a decrease in the average balance of investment securities of $61.76 million or 19.0% between the periods.

During the quarter ended June 30, 2024, there was a total of $133,000 of pre-payment penalties, non-accrual interest and late fees collected compared to $87,000 collected for the quarter ended June 30, 2023.

The average yield on interest-earning assets increased by 61 basis points to 5.33% for the quarter ended June 30, 2024 from 4.72% for the quarter ended June 30, 2023.

The average yield on interest-bearing deposits in banks and CDs and on investment securities increased 62 basis points and 63 basis points to 5.41% and 3.57%, for the quarter ended June 30, 2024 compared to the quarter ended June 30, 2023, respectively, while the average yield on loans receivable increased 48 basis points to 5.65% during the same period.

Total interest expense increased by $4.90 million, or 150.6%, to $8.16 million for the quarter ended June 30, 2024 from $3.26 million for the quarter ended June 30, 2023.

The increase in interest expense was due to an increase in the average cost and, to a lesser extent, an increase in the average balance of interest-bearing liabilities, primarily deposits.

The average cost of interest-bearing liabilities increased to 2.50% for the quarter ended March 31, 2024 from 0.84% for the quarter ended March 31, 2023.

The average balance of interest-bearing liabilities increased by $131.60 million, or 12.2%, to $1.21 billion for the quarter ended March 31, 2024 from $1.08 billion for the quarter ended March 31, 2023, primarily due to increases in the average balances of money market accounts, certificate of deposit accounts and borrowings, partially offset by decreases in the average balance of NOW checking accounts, and savings accounts.

Interest expense on deposits increased by $5.07 million, or 226.5%, to $7.30 million for the quarter ended March 31, 2024 from $2.24 million for the quarter ended March 31, 2023, driven by an increase in the average cost of interest-bearing deposits in all categories and an increase in the average balance of money market accounts and certificates of deposit.

The average cost of interest bearing deposits increased 166 basis points to 2.50% for the three months ended March 31, 2024, which included a 212 basis point increase in the cost of certificates of deposit, including brokered certificates of deposit, to 4.34%, compared to the same period last year.

The average balance of certificates of deposit increased $165.06 million, or 96.8%, to $335.60 million

for the three months ended March 31, 2024, compared to the same period last year, which includes $40.40 million in brokered certificates of deposit.

Interest expense on borrowing increased to $220,000 for the quarter ended March 31, 2024, compared to none for the quarter ended March 31, 2023.

The average balance of borrowing was $20.0 million and the average rate paid on borrowings was 4.42% for the quarter ended March 31, 2024.

As a result of the increase in interest expense, the net interest margin ("NIM") decreased to 3.48% for the quarter ended March 31, 2024 from 3.99% for the quarter ended March 31, 2023.

Net income decreased $2.17 million or 15.3% to $12.00 million for the six months ended March 31, 2024 from $14.17 million for the six months ended March 31, 2023.

The decrease in net income was primarily due to a $3.26 million decrease in net interest income and a $136,000 increase in non-interest expense.

This decrease was partially offset by a $583,000 decrease in the provision for credit losses, a $571,000 decrease in the provision for income taxes and a $72,000 increase in non-interest income.

Total interest and dividend income increased $7.15 million, or 18.6%, to $45.65 million for the six months ended March 31, 2024 from $38.50 million for the six months ended March 31, 2023, primarily due to increases in the average yield and average balance of loans receivable, and the average yields on interest-bearing deposits in banks and CDs and investment securities.

The average cost of interest-bearing liabilities increased to 2.64% for the quarter ended June 30, 2024 from 1.22% for the quarter ended June 30, 2023.

The average balance of interest-bearing liabilities increased by $169.73 million, or 15.8%, to $1.24 billion for the quarter ended June 30, 2024 from $1.07 billion for the quarter ended June 30, 2023, primarily due to increases in the average balances of money market accounts, certificate of deposit accounts and borrowings, partially offset by decreases in the average balance of NOW checking and savings accounts.

Interest expense on deposits increased by $4.82 million, or 154.2%, to $7.94 million for the quarter ended June 30, 2024 from $3.12 million for the quarter ended June 30, 2023, driven by an increase in the average cost of interest-bearing deposits in all categories and an increase in the average balance of money market accounts and certificates of deposit.

The average cost of interest bearing deposits increased 144 basis points to 2.62% for the three months ended June 30, 2024, which included a 132 basis point increase in the cost of certificates of deposit, including brokered certificates of deposit, to 4.35%, compared to the same period last year.

The average balance of certificates of deposit, including brokered certificate of deposits, increased $146.04 million, or 69.2%, to $356.99 million for the three months ended June 30, 2024, compared to the same period last year.

Interest expense on borrowings increased to $220,000 for the quarter ended June 30, 2024, compared to $132,000 for the quarter ended June 30, 2023, primarily due to an increase in the average balance of borrowings.

The average balance of borrowings increased by $7.75 million to $20.0 million for the quarter ended June 30, 2024 compared to the same period last year.

The average rate paid on borrowings increased slightly to 4.42% for the quarter ended June 30, 2024 compared to 3.95% for the same period last year.

As a result of increases in interest expense, the net interest margin ("NIM") decreased to 3.53% for the quarter ended June 30, 2024 from 3.94% for the quarter ended June 30, 2023.

Net income decreased $2.55 million or 12.4% to $17.93 million for the nine months ended June 30, 2024 from $20.48 million for the nine months ended June 30, 2023.

The decrease in net income was primarily due to a $3.91 million decrease in net interest income, a $278,000 increase in non-interest expense and a $12,000 decrease in non-interest income.

These decreases were partially offset by a $950,000 decrease in the provision for credit losses and a $700,000 decrease in the provision for income taxes.

Total interest and dividend income increased $11.40 million, or 19.5%, to $69.79 million for the nine months ended June 30, 2024 from $58.39 million for the nine months ended June 30, 2023, primarily due to increases in the average yield and average balance of loans receivable, and the average yields on interest-bearing deposits in banks and CDs and investment securities.

These increases were partially offset by a decrease in the average balances of interest-bearing deposits in banks and CDs, and investment securities.

Total interest expense increased by $10.41 million, or 288.6% to $14.01 million for the six months ended March 31, 2024 from $3.61 for the six months ended March 31, 2023.

Total interest expense increased by $15.31 million, or 223.1%, to $22.17 million for the nine months ended June 30, 2024 from $6.86 million for the nine months ended June 30, 2023.

The increase in interest expense was due to an increase in the average cost and, to a lesser extent, an increase in the average balance of interest-bearing liabilities, primarily deposits.

NIM decreased to 3.53% for the six months ended March 31, 2024 from 4.02% for the six months ended March 31, 2023.

The NIM decreased to 3.53% for the nine months ended June 30, 2024 from 3.99% for the nine months ended June 30, 2023.

Average Balances, Interest and Average Yields/Cost

1 unchanged sentence

Such yields and costs for the periods indicated are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the periods presented (dollars in thousands).

Three Months Ended March 31,

Three Months Ended June 30,

Balance Interest and

35 unchanged sentences

(3) Net interest income divided by total average interest-earning assets, annualized.

Six Months Ended March 31,

Nine Months Ended June 30,

Balance Interest and

40 unchanged sentences

Three months ended

March 31, 2024

June 30, 2024

compared to three months

ended March 31, 2023

increase (decrease) due to Six months ended

March 31, 2024

compared to six months

ended March 31, 2023

ended June 30, 2023

increase (decrease) due to Nine months ended

June 30, 2024

compared to nine months

ended June 30, 2023

increase (decrease) due to

17 unchanged sentences

Provision for Credit Losses:

An $81,000 provision for credit losses was recorded for the quarter ended March 31, 2024, consisting of a $166,000 provision for credit losses on loans which was primarily due to an increase in loans receivable, a $3,000 provision for credit losses on investment securities, and an $88,000 recapture of credit losses on unfunded commitments which was primarily due to a decrease in the balance of unfunded loan commitments.

A $475,000 provision for loan losses, under the prior incurred loan loss method, was recorded for the quarter ended March 31, 2023.

A $244,000 provision for credit losses was recorded for the quarter ended June 30, 2024, consisting of a $264,000 provision for credit losses on loans which was primarily due to an increase in loans receivable, a $12,000 recapture of credit losses on investment securities, and an $8,000 recapture of credit losses on unfunded commitments which was primarily due to a decrease in the balance of unfunded loan commitments.

A $610,000 provision for loan losses, under the prior incurred loan loss method, was recorded for the quarter ended June 30, 2023.

The Company adopted the CECL methodology as of October 1, 2023, which resulted in one-time upward adjustments to the ACL on loans of $461,000, to the ACL on investment securities of $92,000, and to the ACL on unfunded commitments of $65,000, resulting in an after-tax decrease to opening retained earnings of $488,000.

Amounts reported prior to October 1, 2023 were calculated using the previous incurred loss methodology to compute our allowance for loan losses, which is not directly comparable to the ACL calculated under the CECL methodology.

The provision for credit losses for the three months ended March 31, 2024 reflects assumptions related to forecasts concerning the economic environment as a result of local, national and global events, including recent bank failures.

The provision for credit losses for the three months ended June 30, 2024 reflects assumptions related to forecasts concerning the economic environment as a result of local, national and global events.

In addition, expected loss estimates consider various factors, including customer specific information, changes in risk ratings, projected delinquencies, and the impact of economic conditions on borrowers' ability to repay.

We recorded a $417,000 provision for credit losses for the six months ended March 31, 2024, consisting of a $545,000 provision for credit losses on loans which was primarily due to an increase in loans receivable, a $7,000 recapture of credit losses on investment securities which was primarily due to maturities and principal repayments, and a $121,000 recapture of credit losses on unfunded loan commitments which was primarily due to a decrease in the amount of unfunded loan

There was a $1.00 million provision for loan losses, calculated under the prior incurred loan loss method, recorded for the six months ended March 31, 2023.

For the quarter ended March 31, 2024, net charge-offs were $3,000 compared to $6,000 for the quarter ended March 31, 2023.

Non-accrual loans increased by $2.09 million, or 138.1%, to $3.61 million at March 31, 2024 from $1.51 million at September 30, 2023.

At March 31, 2024, non-accrual loans increased by $1.64 million, or 83.1%, to $3.61 million from $1.97 million at March 31, 2023.

Total delinquent loans (past due 30 days or more) and non-accrual loans increased by $2.54 million, or 152.3%, to $4.20 million at March 31, 2024, from $1.67 million at September 30, 2023 and increased by $2.01 million, or 91.8%, from $2.19 million one year ago.

The $367,000 balance of SBA PPP loans was omitted from the Company's normal allowance for credit losses calculation at March 31, 2024, as these loans are fully guaranteed by the SBA and management expects that most PPP borrowers will seek full or partial forgiveness of their loan obligations from the SBA within a short time frame, which will in turn reimburse the Bank for the amount forgiven.

We recorded a $660,000 provision for credit losses for the nine months ended June 30, 2024, consisting of an $810,000 provision for credit losses on loans which was primarily due to an increase in loans receivable, a $20,000 recapture of credit losses on investment securities which was primarily due to maturities and principal repayments, and a $130,000 recapture of credit losses on unfunded loan commitments which was primarily due to a decrease in the amount of unfunded loan

There was a $1.61 million provision for loan losses, calculated under the prior incurred loan loss method, recorded for the nine months ended June 30, 2023.

For the quarter ended June 30, 2024, net charge-offs were $36,000 compared to $1,000 for the quarter ended June 30, 2023.

Non-accrual loans increased by $2.61 million, or 172.1%, to $4.12 million at June 30, 2024 from $1.51 million at September 30, 2023.

At June 30, 2024, non-accrual loans increased by $2.53 million, or 159.8%, to $4.12 million from $1.59 million at June 30, 2023.

Total delinquent loans (past due 30 days or more) and non-accrual loans increased by $2.57 million, or 154.3%, to $4.23 million at June 30, 2024, from $1.67 million at September 30, 2023 and increased by $2.39 million, or 129.7%, from $1.84 million one year ago.

The $314,000 balance of SBA PPP loans was omitted from the Company's allowance for credit losses calculation at June 30, 2024, as these loans are fully guaranteed by the SBA and management expects that most PPP borrowers will seek full or partial forgiveness of their loan obligations from the SBA within a short time frame, which will in turn reimburse the Bank for the amount forgiven.

While management believes the estimates and assumptions used in its determination of the adequacy of the ACL are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions will not have a material adverse impact on our financial condition and results of operations.

1 unchanged sentence

In addition, the determination of the amount of the ACL is subject to review by bank regulators as part of the routine examination process, which may result in the adjustment of reserves based upon their judgment of information available to them at the time of their examination and have a material adverse impact on the financial condition and results of operations.

In accordance with GAAP, acquired loans are recorded at their estimated fair value, which results in a net discount to the loan's contractual amounts, of which a portion reflects a discount for possible credit losses.

In accordance with GAAP, acquired loans are recorded at their estimated fair value, resulting in a net discount to the loans' contractual amounts, with a portion of this discount reflecting possible credit losses.

Credit discounts are included in the determination of fair value.

With the adoption of CECL, purchased loans are evaluated for impairment in the same manner as the rest of the loan portfolio.

The remaining fair value discount associated acquired loans was $172,000 at March 31, 2024.

The remaining fair value discount associated with acquired loans was $163,000 at June 30, 2024.

This discount will continue to accrete into income as these loans continue to pay down.

1 unchanged sentence

Non-interest Income:

Total non-interest income decreased by $21,000, or 0.8%, to $2.62 million for the quarter ended March 31, 2024 from $2.64 million for the quarter ended March 31, 2023.

This decrease was primarily due to a $63,000 decrease in ATM and debit card interchange transaction fees.

This decrease was partially offset by a $95,000 increase in service charges on deposits.

Total non-interest income for the six months ended March 31, 2024 increased $72,000, or 1.4%, to $ 5.41 million from $5.34 million for the six months ended March 31, 2023.

This increase was primarily due to a $171,000 increase in service charges on deposits, a $53,000 increase in gain on sale of loans and smaller increases in several other categories.

These increases were partially offset by a $50,000 decrease in ATM and debit card interchange transaction fees and smaller decreases in several other catergories.

Total non-interest income decreased by $84,000, or 2.9%, to $2.79 million for the quarter ended June 30, 2024 from $2.88 million for the quarter ended June 30, 2023.

This decrease was primarily due to a $95,000 decrease in gain on sales of investment securities and a $38,000 decrease in ATM and debit card interchange transaction fees.

These decreases were partially offset by a $44,000 increase in service charges on deposits.

Total non-interest income for the nine months ended June 30, 2024 decreased $12,000, or 0.2%, to $8.20 million from $8.22 million for the nine months ended June 30, 2023.

This decrease was primarily due to a $95,000 decrease in gain on sales of investment securities, an $88,000 decrease in ATM and debit card interchange transaction fees, and smaller decreases in several other categories.

These decreases were partially offset by a $214,000 increase in service charges on deposit accounts and smaller increases in several other categories.

Non-interest Expense:

Total non-interest expense increased by $47,000, or 0.4%, to $10.99 million for the quarter ended March 31, 2024 from $10.94 million for the quarter ended March 31, 2023.

This increase was primarily due to increased expenses of $160,000 in technology and communications, $112,000 in ATM and debit card interchange transaction fees and $80,000 in premises and equipment, which were partially offset by a $154,000 decrease in professional fees.

Total non-interest expense increased by $142,000, or 1.3%, to $11.07 million for the quarter ended June 30, 2024 from $10.93 million for the quarter ended June 30, 2023.

This increase was primarily due to increased expenses of $142,000 in technology and communications, $89,000 in ATM and debit card interchange transaction fees and $68,000 in salary and employee benefits, which were partially offset by a $242,000 decrease in professional fees.

The efficiency ratio for the current quarter was 58.97% compared to 56.01% for the comparable quarter one year ago.

The change in the efficiency ratio was due to lower total revenue coupled with slightly higher non-interest expense.

Total non-interest expense increased $136,000, or 0.6%, to $21.62 million for the six months ended March 31, 2024 from $21.48 million for the six months ended March 31, 2023.

Total non-interest expense increased $278,000, or 0.9%, to $32.68 million for the nine months ended June 30, 2024 from $32.41 million for the nine months ended June 30, 2023.

This increase was primarily due increased expenses of $489,000 in technology and communications, $333,000 in ATM and debit card interchange transaction fees and $130,000 in premises and equipment which were partially offset by a $571,000 decrease in professional fees.

Provision for Income Taxes:

The provision for income taxes decreased by $235,000, or 13.8%, to $1.47 million for the quarter ended March 31, 2024 from $1.71 million for the quarter ended March 31, 2023.

The provision for income taxes decreased by $131,000, or 7.9%, to $1.54 million for the quarter ended June 30, 2024 from $1.67 million for the quarter ended June 30, 2023.

The decrease in the provision for income taxes was primarily due to lower pre-tax income.

The Company's effective income tax rate was 20.5% for the quarter ended March 31, 2024 and 20.4% for the quarter ended March 31, 2023.

The provision for income taxes decreased by $571,000, or 15.9%, to $3.02 million for the six months ended March 31, 2024 from $3.59 million for the six months ended March 31, 2023.

The Company's effective income tax rate was 20.6% for the quarter ended June 30, 2024 and 20.9% for the quarter ended June 30, 2023.

The provision for income taxes decreased by $700,000, or 13.3%, to $4.55 million for the nine months ended June 30, 2024 from $5.25 million for the nine months ended June 30, 2023.

The decrease was primarily due to lower pre-tax income.

The Company's effective tax rate was 20.0% for the six months ended March 31, 2024 compared to 20.2% for the six months ended March 31, 2023.

The Company's effective tax rate was 20.2% for the nine months ended June 30, 2024 compared to 20.4% for the nine months ended June 30, 2023.

The Company's primary sources of funds are customer deposits, proceeds from principal and interest payments on loans, the sale of loans, maturing investment securities, maturing CDs held for investment and borrowings, if needed, from the FHLB and FRB.

2 unchanged sentences

The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs.

At March 31, 2024, the Bank's regulatory liquidity ratio (net cash, and short-term and marketable assets, as a percentage of net deposits and short-term liabilities) was 13.22%.

At June 30, 2024, the Bank's regulatory liquidity ratio (net cash, and short-term and marketable assets, as a percentage of net deposits and short-term liabilities) was 12.49%.

The Bank maintains a credit facility with the FHLB that provides for immediately available borrowings up to an aggregate amount equal to 45% of total assets, limited by available collateral.

At March 31, 2024, the Bank had a total of $596.00 million available for borrowings with the FHLB of which $20.00 million was outstanding.

At June 30, 2024, the Bank had a total of $602.28 million available for borrowings with the FHLB of which $20.00 million was outstanding.

The Bank maintains a short-term borrowing line with the FRB with total credit based on eligible collateral:

Borrower-in-Custody ("BIC").

At March 31, 2024, the Bank had no outstanding balance on the BIC line, under which $111.22 million was available for future borrowings.

At June 30, 2024, the Bank had no outstanding balance on the BIC line, under which $83.17 million was available for future borrowings.

The Bank also maintains a $50.00 million overnight borrowing line with Pacific Coast Bankers' Bank ("PCBB").

At March 31, 2024, the Bank did not have an outstanding balance on this borrowing line.

At June 30, 2024, the Bank did not have an outstanding balance on this borrowing line.

Subject to market conditions, the Bank expects to utilize these borrowing facilities from time to time in the future to fund loan originations and deposits withdrawals, to satisfy other financial commitments, repay maturing debt and to take advantage of investment opportunities to the extent feasible.

4 unchanged sentences

The Bank's primary investing activity is the origination of loans and, to a lesser extent, the purchase of investment securities.

During the six months ended March 31, 2024 and 2023, the Bank originated $128.30 million and $178.81 million of loans, respectively.

At March 31, 2024, the Bank had undisbursed lines of credit and commitments to extend credit totaling $154.99 million and undisbursed construction loans in process totaling $77.50 million.

Investment securities purchased during the six months ended March 31, 2024 and 2023 totaled $24.13 million and $32.60 million, respectively.

During the nine months ended June 30, 2024 and 2023, the Bank originated $202.62 million and $272.54 million of loans, respectively.

At June 30, 2024, the Bank had undisbursed lines of credit and commitments to extend credit totaling $132.33 million and undisbursed construction loans in process totaling $87.20 million.

Investment securities purchased during the nine months ended June 30, 2024 and 2023 totaled $38.01 million and $32.60 million, respectively.

The Bank’s liquidity is also affected by the volume of loans sold and loan principal payments.

During the six months ended March 31, 2024 and 2023, the Bank sold $11.87 million and $3.55 million, respectively, in loans and loan participation interests.

During the six months ended March 31, 2024 and 2023, the Bank received $84.00 million and $179.94 million in principal repayments, respectively.

The Bank's liquid assets in the form of cash and cash equivalents, CDs held for investment, and investment securities available for sale (including equity securities) increased to $254.14 million at March 31, 2024 from $186.49 million at September 30, 2023.

CDs that are scheduled to mature in less than one year from March 31, 2024 totaled $301.37 million.

During the nine months ended June 30, 2024 and 2023, the Bank sold $14.92 million and $6.96 million, respectively, in loans and loan participation interests.

During the nine months ended June 30, 2024 and 2023, the Bank received $105.43 million and $130.21 million in principal repayments, respectively.

The Bank's liquid assets in the form of cash and cash equivalents, CDs held for investment, and investment securities available for sale (including equity securities) increased to $244.72 million at June 30, 2024 from $186.49 million at September 30, 2023.

CDs that are scheduled to mature in less than one year from June 30, 2024 totaled $294.44 million.

Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

2 unchanged sentences

The amount of capital investment is influenced by, among other things, current and projected demand for services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations.

Based on current objectives, there are no projects scheduled for capital investments in premises and equipment during the remaining six months ending September 30, 2024 that would materially impact liquidity.

For the remaining six months in the year ending September 30, 2024, the Bank projects that fixed commitments will include $167,000 of operating lease payments.

One FHLB borrowing totaling $5.00 million will mature during the fiscal year 2024.

In addition, at March 31, 2024, there were other future obligations and accrued expenses of $8.28 million.

Based on current objectives, there are no capital expenditures projected for the remaining three months of the fiscal year ending September 30, 2024 that would materially impact liquidity.

For the remainder of the 2024 fiscal year, the Bank projects that fixed commitments will include $83,000 of operating lease payments.

Further, one FHLB borrowing totaling $5.00 million will mature during the fiscal year 2024.

In addition, at June 30, 2024, there were other future obligations and accrued expenses of $9.21 million.

The Bank's management believes that the liquid assets combined with the available lines of credit provide adequate liquidity to meet current financial obligations for at least the next 12 months.

2 unchanged sentences

Sources of capital and liquidity for Timberland Bancorp include distributions from the Bank and the issuance of debt or equity securities, although there are regulatory restrictions on the ability of the Bank to pay dividends.

At March 31, 2024, Timberland Bancorp (on an unconsolidated basis) had liquid assets of $962,000.

At June 30, 2024, Timberland Bancorp (on an unconsolidated basis) had liquid assets of $214,000.

The Company currently expects to continue the current practice of paying quarterly cash dividends on common stock subject to the Board of Directors' discretion to modify or terminate this practice at any time and for any reason without prior notice.

The current quarterly common stock dividend rate is $0.24 per share, as approved by the Board of Directors, which is a dividend rate per share that enables the Company to balance multiple objectives of managing and investing in the Bank and returning a substantial portion of cash to shareholders.

Assuming continued payment during fiscal year 2024 at the rate of $0.24 per share, the average total dividend paid each quarter would be approximately $1.93 million based on the number of current outstanding shares at March 31, 2024 (which assumes no change in the number of shares).

Assuming continued payment during fiscal year 2024 at the rate of $0.24 per share, the average total dividend paid each quarter would be approximately $1.91 million based on the number of current outstanding shares at June 30, 2024 (which assumes no change in the number of shares).

In addition, from time to time, our Board of Directors has authorized stock repurchase plans.

1 unchanged sentence

Shares purchased under such plans may also provide us with shares of common stock necessary to satisfy obligations related to stock compensation awards.

On July 25, 2023, the Company announced the adoption of a new stock repurchase program pursuant to which the Company may repurchase up to 404,708 shares of Company common stock, of which 262,025 shares remained available for future purchases as of March 31, 2024.

On July 25, 2023, the Company announced the adoption of a new stock repurchase program pursuant to which the Company may repurchase up to 404,708 shares of Company common stock, of which 192,025 shares remained available for future purchases as of June 30, 2024.

The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate.

5 unchanged sentences

Consistent with the Bank's goals to operate a sound and profitable organization, it is the Bank's policy to maintain a "well-capitalized" status under the regulatory capital categories of the FDIC.

Based on capital levels at March 31, 2024, the Bank was considered to be "well-capitalized" under applicable regulatory requirements.

Based on capital levels at June 30, 2024, the Bank was considered to be "well-capitalized" under applicable regulatory requirements.

Management monitors the capital levels to provide for current and future business opportunities and to maintain the Bank's "well-capitalized" status.

The following table compares the Bank’s actual capital amounts at March 31, 2024, to its minimum regulatory capital requirements at that date (dollars in thousands):

The following table compares the Bank’s actual capital amounts at June 30, 2024, to its minimum regulatory capital requirements at that date (dollars in thousands):

Actual Regulatory

10 unchanged sentences

In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of retained income that could be utilized for such actions.

At March 31, 2024, the Bank's CET1 capital exceeded the required capital conservation buffer.

At June 30, 2024, the Bank's CET1 capital exceeded the required capital conservation buffer.

Timberland Bancorp, Inc.

3 unchanged sentences

If Timberland Bancorp, Inc.

were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at March 31, 2024, Timberland Bancorp, Inc.

were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at June 30, 2024, Timberland Bancorp, Inc.

would have exceeded all regulatory requirements.

The following table presents for informational purposes the regulatory capital ratios for Timberland Bancorp, Inc.

as of March 31, 2024 (dollars in thousands):

as of June 30, 2024 (dollars in thousands):

Leverage Capital Ratio:

5 unchanged sentences

Key Financial Ratios and Data

Three Months Ended March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended

2024 2023 2024 2023

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis